TERMS OF USE

These Terms of Use are entered into by and between STARTUPRUNNER CAPITAL, LLC (“STARTUPRUNNER”, “we” or “us”) and the User (“User” or “you”) for use of our website (hereinafter the “Site” or the “Website”) in connection with our Accelerator Program (Program). Any person who wants to access the Site and use its services must accept these terms and conditions without change. Please read them fully and carefully before using the Site and its services, features or content. BY NAVIGATING AND/ OR USING OUR WEBSITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS TERMS OF USE, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

1. Definition of Users and Eligibility.

a. “Users”. Anyone who uses our Site in any manner, including but not limited to visiting and browsing the Site, creating an account or downloading items from our Site, being registered or otherwise, is a “user”. Portfolio companies, Investors and STARTUPRUNNER employees are also users, as well as anyone who contributes content, information, and other materials or service.

b. Eligibility.  As a User, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use our Website. We may, in our sole discretion, refuse to offer our Services to any person or entity and change its eligibility criteria at any time. Our Services are offered only for your use, and not for the use or benefit of any third party.

2. Acceptance of Terms of Use. These Terms of Use apply to all users of our Website, including, without limitation, users who use our Website or are contributors of content, information, and other materials or services, registered or otherwise. By registering for an account and/or using our Website in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Use (on behalf of yourself or the entity that you represent) and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you, and you represent and warrant that you have the right, authority, and capacity to accept these Terms of Use (on behalf of yourself or the entity that you represent). You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access our Website is revoked where these Terms of Use or our Services conflicts with any applicable law, rule or regulation. Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. In the event of a conflict between the additional terms or other agreement and any provision in these Terms, the additional terms will prevail, but only with respect to the portion of our Website to which the additional terms apply. THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THESE TERMS OF USE ALSO LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. If you do not agree with all of the provisions of these Terms of Use, do not access and/or use our Website.

3. Data and Privacy Policy. We know that your privacy is important. Please read carefully our Data and Privacy Policy, which is incorporated herein by reference.

4. Relationship of the Parties.

a. No Agency. Your relationship to STARTUPRUNNER is that of an independent third party and no agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

b. No Assignment. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. These Terms of Use are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.

5. Electronic Communication between parties. The communications between you and STARTUPRUNNER use electronic means, whether you use our Website or send us emails, or whether STARTUPRUNNER posts notices on our Website or communicates with you via email. For contractual purposes, you (i) consent to receive communications from STARTUPRUNNER in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that STARTUPRUNNER provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in hardcopy writing. The foregoing does not affect your non-waivable rights. Electronic notices should be sent to: team@startuprunner.com.

6. Registration.

a. Registration. To sign up for our Website, you must create an account (“Account”) by registering for an Username and a Password on the Login Page. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information in our Website without permission. You may not share your username or password without StartupRunner’s permission. You agree not to create an Account or use our Website if you have been previously removed by us or banned from any of our Website. STARTUPRUNNER reserves the right in its sole discretion to suspend or terminate your Account and refuse any and all current or future use of our Website (or any portion thereof) at any time for any reason whatsoever, including but not limited to violation of these Terms of Use by you, in which case you will not be reimbursed for the costs of our Program. You agree that STARTUPRUNNER will not be liable to you or to any third party for any suspension or termination of your Account or any refusal of any use of our Website (or any portion thereof). Information on your profile may include information and content you provide and/or upload as well as information we collect from your account with a Third Party Account (“Profile Information”). STARTUPRUNNER reserves the right in its sole discretion to remove Profile Information at any time for any reason. You agree that STARTUPRUNNER will not be liable to you or to any third party for such removal. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You must notify us immediately of any change in your eligibility to use our Website (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

b. Page Content and Features.

b.1. Definition. For purposes of these Terms of Use, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through our Website. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

b.2. User Content. All Third Party Content as well as all Content posted by Users on STARTUPRUNNER (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. You are responsible for maintaining the security of your account and content and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the content. You must not describe or assign keywords to your content in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and STARTUPRUNNER may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause STARTUPRUNNER liability.  You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations. You acknowledge that all content, including User Content, accessed by you using our Website is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through our Website is or will continue to be accurate. STARTUPRUNNER is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. STARTUPRUNNER has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of our Website. You acknowledge that STARTUPRUNNER has no obligation to pre-screen User Content, although STARTUPRUNNER reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. You must immediately notify STARTUPRUNNER of any unauthorized uses of your content, your account or any other breaches of security. STARTUPRUNNER will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

b.3. Availability of Content. We do not guarantee that any Content will be made available on the Site. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any Content from our Website.

b.4. Enforcement. We reserve the right (but have no obligation) to review any User Content and you are entirely responsible for any harm resulting from that content, regardless of whether the content in question violates any STARTUPRUNNER policy or is in any way harmful or objectionable. We also reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms of Use or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities. You will be fully responsible for any costs resulting from such enforcement and no refund of any amounts previously paid will be due.

b.5. Content Provided by Other Parties. Our Website may contain Content provided by third parties, including but not limited to templates and advisory material. We are not responsible for and do not control such User Content. We have the right, but no obligation to review or monitor such content. We do not approve, endorse or make any representations or warranties with respect to such Content. You use all such Content at your own risk. We do not provide financial or legal advice and all standardized templates offered through our website are available “as it is” at the user’s option and convenience to facilitate drafting documents. These templates do not replace the user’s needs for professional financial and/or legal counsel and we are not liable to the user or any third party for any harm that may result from the use of these templates.

b.6. Notices and Restrictions. Our Website may contain Content specifically provided by us, our partners or advisors and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through our Website.

7. Policies and Features. Regarding postings on our Website please be aware of the following policies:

a. STARTUPRUNNER will remove postings that contain abusive, vulgar, offensive, threatening or harassing language; personal attacks of any kind; or offensive terms that target specific individuals or groups;
b. Postings provided in no way constitute a legal or official notice to STARTUPRUNNER or any official or employee of STARTUPRUNNER for any purpose;
c. Postings on this Website may be treated as a federal record;
d. By posting you accept that your information may be used and recorded by StartupRunner.

8. Third Party Services. Our Website may permit you to link to other Websites, services or resources on the Internet, and other Websites, services or resources may contain links to our Website. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that, except otherwise provided, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Website or resource.

9. Ownership. Copyright & Trademark. Licenses. Restrictions.

a. Ownership. You acknowledge that (i) our website is and will remain the sole property of STARTUPRUNNER and is subject to protection under U.S. and foreign copyright laws and (ii) all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in our Website and content made available through our Website are owned by STARTUPRUNNER or its licensors or suppliers. STARTUPRUNNER’s name, logo, and the product names associated with our Website belong to STARTUPRUNNER (or its licensors or suppliers, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. Neither these Terms of Use nor your access to our Website transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms of Use.

b. Copyright & Trademark Information. All copyrights reserved, trademarks, logos and service marks (“Marks”) displayed on our Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

b.1. Copyright Policy. STARTUPRUNNER has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.

b.2. Procedure for Reporting Copyright Infringement. If you believe that material or content residing on or accessible through our Website infringes a copyright, and wish to have the allegedly infringing material removed, please send us a written notification of copyright infringement containing the following information:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

(ii) identification of works or materials being infringed;

(iii) identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that STARTUPRUNNER is capable of finding and verifying its existence;

(iv) contact information about the notifier including address, telephone number and, if available, e-mail address;

(v) a statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

(vi) a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

c. Licenses granted to you by STARTUPRUNNER. 

c.1. License to use Content. Subject to these Terms of Use, we grant each user a worldwide, non-exclusive, non-sublicensable and non-transferable license to use content (i.e., to download and display locally) solely for private personal use or for the purposes of using our Website. Use, reproduction, modification, distribution or storage of any Content for other than purposes here stated is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content, displayed or downloaded from our website, for commercial use or in any way that violates any third party right.

c.2. License to use the site and services. Subject to these Terms of Use, we grant each user a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the other aspects of the Site and Services solely for your private, personal, non-commercial use.

d. Restrictions. Except as expressly specified in these Terms of Use, you shall not (i) modify, or make derivative works of, disassemble, reverse compile or reverse engineer any part of our Website; (ii) license, transfer, sell, rent, lease, distribute, assign, host, sublicense or otherwise commercially exploit our Website, in whole or in part; (iii) frame or utilize framing techniques to enclose any trademark, logo, or other portion of our Website (including images, text, page layout, or form); (iv) use any metatags or other “hidden text” using STARTUPRUNNER’s name or trademarks; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) access our Website in order to build a similar or competitive Website, product, or service; (vii) copy, reproduce, distribute, republish, download, display, post or transmit any part of our Website in any form or by any means; (viii) remove or destroy any copyright notices or other proprietary markings contained on or in our Website; or (ix) make the functionality of the Site or available to multiple users through any means, including, but not limited to distribution of the Site or by uploading the Site to a network or file-sharing service or through any hosting, application services provider or any other type of service. Any unauthorized use of our Website terminates the licenses granted by STARTUPRUNNER pursuant to these Terms of Use. STARTUPRUNNER makes no representation that our Website is appropriate for use in locations other than the United States.

10. License And Access You Grant To STARTUPRUNNER. By submitting User Content through our Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content provided in connection with our Website and our (and our successors’ and assigns’) businesses, including without limitation a license to promote and redistribute part or all of your content (and derivative works thereof) in in our site or any media formats and through any media channels (including, without limitation, third party Websites and feeds), including after the termination of your Account. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

11. Updates and Upgrades. We are not obligated to maintain or support our Website, or to provide you with updates, upgrades or services related thereto. You acknowledge that STARTUPRUNNER may from time to time in its sole discretion issue updates or upgrades to our Website. You agree that the terms and conditions of these Terms of Use will apply to all such updates or upgrades.

12. Modification of Services and Changes to the Terms of Use. 

a. Modification of Services. STARTUPRUNNER reserves the right, at any time, to modify, suspend, or discontinue our Website (in whole or in part) with or without notice to you. You agree that STARTUPRUNNER will not be liable to you or to any third party for any modification, suspension, or discontinuation of our Website or any part thereof.

b. Changes to the Terms of Use. These Terms of Use are subject to occasional revision with or without notice. Make sure to constantly review the Terms of Use to be updated with any applicable changes. Continued use of our Services shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

13. Rules of Conduct. As a condition of use, you promise not to use our Website for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with our Website. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; impersonates any person or entity, including any of our employees or representatives; or  includes anyone’s identification documents or sensitive financial information. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of our Website or any activities conducted on our Website; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to our Website (or other accounts, computer systems or networks connected to our Website); (iv) run any form of auto-responder or “spam” on our Website; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from our Website; or (vii) otherwise take any action in violation of our guidelines and policies. You shall abide by all applicable local, state, national and international laws and regulations. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

14. Warranty Disclaimer. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to our Website; what Content you access via our Website; or how you may interpret or use the Content. You hereby forever discharge and release us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to: (i) our Website; (ii) any inaccurate, incomplete, unreliable, illegal or infringing Content posted on our Website, whether caused by us or any user of our Website, or by any of the equipment or programming associated with or utilized in our Website; (iii) the conduct, whether online or offline, of any user; (iv) any injury, loss or damage caused by another user or User Content posted on our Website, whether online or offline; and (v) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, our Website’ users’ communications. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) OUR WEBSITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH OUR WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING OUR WEBSITE WILL MEET YOUR REQUIREMENTS. YOUR USE OF OUR WEBSITE IS SOLELY AT YOUR OWN RISK. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STARTUPRUNNER OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

15. Indemnification. Limitation on Liability. Force Majeure.

a. Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (a) your use of, or inability to use, our Website and its services and content; (b) your violation of these Terms of Use; (c) your violation of applicable laws or regulations; (d) your User Content; (e) your violation of any rights of another party, including any users; or (f) your interaction with any other user. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of STARTUPRUNNER. STARTUPRUNNER will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

b. Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO OUR SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF $100.00 AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STARTUPRUNNER AND YOU.

c. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

16. No Waiver. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

17. Entire Agreement and Severability. These Terms of Use in conjunction with the Data and Privacy Policy and any instructions on the site, herein incorporated by reference, are the entire agreement between you and STARTUPRUNNER with respect to the use of the Site and its services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the website services. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable.

18. Termination. These Terms of Use will remain in full force and effect while you use our Website. We may terminate your Account or your access to all or any part of our Website at any time, with or without cause, with or without notice, effective immediately, which may involve deletion of your User Content associated with your Account from our live databases. If you wish to terminate your Account, you may do so by following the instructions on the Site or through our Website. STARTUPRUNNER will not have any liability whatsoever to you for any termination of your rights under these Terms of Use, including for termination of your Account or deletion of your User Content. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

19. Governing Law and Dispute Resolution. The laws of the state of Texas govern these Terms of Use and all of its conditions. Each party consents that any dispute or claim relating in any way to this Terms of Use or your use of the STARTUPRUNNER Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you or we may bring suit in the state or Federal courts in Texas to enjoin infringement or other misuse of intellectual property rights. If a dispute arises between you and STARTUPRUNNER, our goal is to learn about it and address your concerns. You agree that you will notify us about any dispute you have with STARTUPRUNNER by emailing team@startuprunner.com before you pursue arbitration. If we are unable to solve the issue, Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) under its rules. The payment of all filing, administration and arbitrator fees will be conducted under AAA’s rules. STARTUPRUNNER will seek attorneys’ fees and costs from you in arbitration if the arbitrator determines the claims are frivolous. Arbitration will be conducted by telephone or another electronic means mutually agreed upon. Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879..